Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2020, TopBuild Corp. announced that as part of its succession
planning, Gerald Volas, 65, Chief Executive Officer ("CEO") and member of the
Board of Directors of TopBuild Corp. (the "Company"), will retire from the
Company and the Board of Directors on December 31, 2020 (the "Succession Date"),
and that Robert Buck, 50, currently serving as President and Chief Operating
Officer of the Company, will succeed Mr. Volas as Chief Executive Officer and be
appointed to the Board of Directors of the Company as of January 1, 2021. Until
the Succession Date, Mr. Volas will continue to serve as CEO and a member of the
Board of Directors of the Company. To ensure an orderly transition, following
the Succession Date, the parties intend that Mr. Volas will continue to be
employed by the Company as a nonexecutive employee of the Company in the
position of special advisor to the CEO until June 30, 2021.
Mr. Buck has served as the Company's President and Chief Operating Officer since
June 2015. Mr. Buck served as Group Vice President of Masco Corporation from
2014 until June 2015. In this position, Mr. Buck was responsible for the
Installation and Other Services Segment consisting of both Masco Contractor
Services and Service Partners. Mr. Buck served as President and Chief Executive
Officer of Masco Contractor Services from 2011 until June 2015. Mr. Buck began
his career with Masco in 1997 at Liberty Hardware Mfg. Corp., where he spent
eight years in several operations leadership roles and worked extensively in
international operations. Mr. Buck became Executive Vice President in 2005 and
helped lead the merger of another Masco company with Liberty Hardware before
being promoted to the office of President in 2007. Mr. Buck holds a Bachelor of
Science degree in Information Systems and Operations Management, and a Masters
in Business Administration from the University of North Carolina at Greensboro.
There is no arrangement or understanding between Mr. Buck and any other persons
pursuant to which Mr. Buck was selected as an officer or director. There are no
family relationships between Mr. Buck and any director or executive officer of
the Company, and no transactions involving Mr. Buck that would require
disclosure under Item 404(a) of Regulation S-K.
Volas Employment and Retirement Transition Agreement
In connection with Mr. Volas's transition, the Company and Mr. Volas entered
into an employment and retirement transition agreement (the "Volas Agreement")
on January 9, 2020 (the "Effective Date"). At the request of the Board to
facilitate a smooth transition, Mr. Volas will resign as CEO and director as of
the Succession Date. From the Succession Date to June 30, 2021 (unless sooner
terminated in accordance with the terms of the Volas Agreement, the
"Post-Succession Period"), Mr. Volas will serve as a nonexecutive employee of
the Company in the position of special advisor to the CEO on a part-time basis.
The Volas Agreement provides that Mr. Volas:
· will continue to serve as CEO on the same terms and conditions, including the
terms and conditions of his current Severance Agreement, through the Succession
Date;
· will continue to be eligible for an annual bonus and long-term incentive grant
for fiscal year 2020 (including a grant of performance shares, which will
continue to vest during the applicable performance period following Mr. Volas'
retirement);
· during the Post-Succession Period, will continue to receive the same base
salary rate as in effect at the Succession Date;
· during the Post-Succession Period, will continue to be eligible for
compensation and benefit plans provided by the Company to similarly situated
employees (other than paid time off); and
· will not be eligible for an annual bonus opportunity or long-term incentive
grant in respect of fiscal year 2021.
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The Volas Agreement is contingent on Mr. Volas executing a release of claims in
favor of the Company within twenty-one (21) days of the Effective Date (and not
revoking such release). In addition, in order to retain the benefits under the
Volas Agreement, Mr. Volas must re-execute and not revoke the release within the
15 days prior to June 30, 2021.
Contemporaneously with the Volas Agreement, Mr. Volas entered into a new
restrictive covenant agreement, pursuant to which Mr. Volas will be bound, while
employed by the Company and for 36 months following his termination of
employment, by a non-competition provision and a provision for the
non-solicitation of employees, contractors and customers.
The Change in Control and Severance Agreement (the "Severance Agreement")
entered into between the Company and Mr. Volas as of March 1, 2016, included as
Exhibit 10.11 to the Company's Form 10-K filed on March 3, 2016, will remain in
full force until the Succession Date at which point the Severance Agreement will
cease to be of effect, other than certain Severance Agreement provisions
relating to accelerated vesting and the extended post-termination exercise
period of equity awards in connection with retirement.
The foregoing description of the Volas Agreement is qualified in its entirety by
reference to the full text of the Volas Agreement, which is filed as Exhibit
10.1 to this Current Report.
No changes have been made to the existing compensatory arrangements between the
Company and Mr. Buck, and Mr. Buck will continue to participate in the Executive
Severance Plan (included as Exhibit 10.10 to the Company's Form 10-K filed on
March 3, 2016). Any future changes to such compensatory arrangements will be
reported on a subsequent Current Report on Form 8-K.
This disclosure may contain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act. These forward-looking statements
are distinguished by use of words such as "will," "would," "anticipate,"
"expect," "believe," "designed," "plan," or "intend," the negative of these
terms, and similar references to future periods. These views involve risks and
uncertainties that are difficult to predict and, accordingly, our actual results
may differ materially from the results discussed in our forward-looking
statements. Although TopBuild believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, the Company can
give no assurance that its expectations will be achieved and it undertakes no
obligation to update publicly any forward-looking statements as a result of new
information, future events, or otherwise, except as required by applicable law.
Item 7.01. Regulation FD Disclosure.
On January 10, 2020, the Company issued a press release announcing Mr. Volas's
planned retirement as CEO of the Company and the appointment of Mr. Buck as his
successor. A copy of the Company's press release is furnished as Exhibit 99.1 to
this Current Report.
The information in the press release and in this Item 7.01 is "furnished" and
not "filed" for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section. Such information shall not be incorporated
by reference in another filing under the Exchange Act or the Securities Act
except to the extent such other filing specifically incorporates such
information by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Employment and Retirement Transition Agreement between TopBuild Corp.
10.1 and Gerald Volas, dated as of January 9, 2020.
Press release issued by TopBuild Corp., dated January 10, 2020,
99.1 announcing the CEO Succession Plan.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
4© Edgar Online, source Glimpses
TOPBUILD CORP. 
